KNOXVILLE, Tenn., Oct. 20, 2015 /PRNewswire/ -- Team Health
Holdings, Inc. ("TeamHealth" or the "Company") (NYSE: TMH), a
leading physician services organization, today confirmed that it
has received an unsolicited proposal from AmSurg Corp. (Nasdaq:
AMSG) to combine in a stock-and-cash merger at a fixed exchange
ratio of 0.768x AmSurg shares per TeamHealth share. Under the
AmSurg proposal, TeamHealth shareholders would also receive cash
consideration of $11.49 per
share.
TeamHealth stated that this is the same proposal that its Board
of Directors previously reviewed, considered and rejected as not in
the best interest of TeamHealth and its stockholders. This
conclusion was reached with the assistance of TeamHealth's
financial and legal advisors and was based on the insufficient
value indicated in the AmSurg proposal, the execution risk of
achieving that value, and other key strategic factors, including
the Board's confidence in TeamHealth's current strategic plan, the
benefits associated with TeamHealth's acquisition of IPC
Healthcare, and TeamHealth's leadership position in the physician
services industry.
"The TeamHealth Board reaffirmed its conclusion to reject
AmSurg's proposal as it undervalues the Company and contains
significant execution risk. We have great confidence in our
ability to continue delivering value for TeamHealth stockholders
and remain focused on realizing the benefits of our agreement with
IPC Healthcare, which is on track to close in the fourth quarter,"
said Michael D. Snow, President and
Chief Executive Officer of TeamHealth.
TeamHealth sent a letter to AmSurg on October 15, 2015 rejecting its proposal. A copy
of the letter is below:
October 15, 2015
AmSurg Corp.
lA Burton Hills Boulevard
Nashville, Tennessee 37215
Attn: Christopher
A. Holden
President and Chief Executive Officer
Dear Chris.
I am writing in response to your letter (and accompanying
materials) dated October 12, 2015.
TeamHealth's Board of Directors carefully reviewed and considered
AmSurg's proposal with the assistance of our financial and legal
advisors. Our Board concluded that AmSurg's proposal is not in the
best interests of TeamHealth and its stockholders. Our conclusion
was based on the insufficient value indicated in the proposal, the
execution risk of achieving that value, and other key strategic
factors noted below.
Our Board and management team are committed to executing our
current strategic plan. We are extremely enthusiastic about our
company's prospects and confident in our ability to grow value for
our stockholders. The integration of IPC is a critical element of
our plan and we will not compromise that effort. We commend your
completion of the Sheridan acquisition, but as evidenced by our 35
year track record of successful acquisitions, we have ample
expertise and resources to ensure the successful integration of
IPC.
We agree with your observation that the physician services
sector and the healthcare industry more generally are experiencing
significant consolidation. While we can certainly understand why
AmSurg would find a combination with TeamHealth appealing in such
an environment, we are well positioned to independently seize
advantageous transaction opportunities that may arise over
time.
We appreciate the time and effort you committed to studying a
combination with our company. However, we do not believe any
purpose would be served by further discussions regarding your
proposal.
Sincerely,
/s/ Michael Snow
Michael Snow
President and Chief Executive Officer
Advisors
Citi is serving as financial advisor to TeamHealth, and Simpson
Thacher & Bartlett LLP is serving as TeamHealth's legal
counsel.
About TeamHealth
At TeamHealth (NYSE: TMH), our purpose is to perfect our
physicians' ability to practice medicine, every day, in everything
we do. Through our more than 14,000 affiliated physicians and
advanced practice clinicians, TeamHealth offers outsourced
emergency medicine, hospital medicine, anesthesia, urgent care,
orthopaedic hospitalist, acute care surgery, obstetrics and
gynecology hospitalist and medical call center solutions to
approximately 1,000 civilian and military hospitals, clinics and
physician groups nationwide. Our philosophy is as simple as our
goal is singular: we believe better experiences for physicians lead
to better outcomes—for patients, hospital partners and physicians
alike. Join our team; we value and empower clinicians. Partner with
us; we deliver on our promises. Learn more at
http://www.teamhealth.com.
The term "TeamHealth" as used throughout this release includes
Team Health Holdings, Inc., its subsidiaries,
affiliates, affiliated medical groups and "providers,"
all of which are part of the TeamHealth organization.
"Providers" are physicians, advanced practice clinicians and
other healthcare providers who are employed by or contract with
subsidiaries or affiliated entities of Team Health Holdings,
Inc. All such providers exercise independent clinical judgment
when providing patient care. Team Health Holdings, Inc. does not
have any employees, does not contract with providers and does not
practice medicine.
Forward Looking Statement
Statements and information contained herein that are not
historical facts and that reflect the current view of Team Health
Holdings, Inc. (the "Company") about future events and
financial performance are hereby identified as "forward looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Some of these statements can be
identified by terms and phrases such as "anticipate," "believe,"
"intend," "estimate," "expect," "continue," "could," "should,"
"may," "plan," "project," "predict" and similar expressions.
The Company cautions that such "forward looking statements,"
including without limitation, those relating to the pending IPC
Healthcare acquisition, the Company's future business prospects,
revenue, working capital, professional liability expense,
liquidity, capital needs, interest costs and income, wherever they
occur in this or in other statements attributable to the Company,
are necessarily estimates reflecting the judgment of the Company's
senior management and involve a number of risks and uncertainties
that could cause actual results to differ materially from those
suggested by the "forward looking statements." Factors that
could cause our actual results to differ materially from those
expressed or implied in such forward-looking statements include but
are not limited to the occurrence of any event that could give rise
to a termination of the IPC Healthcare merger agreement, the risks
that the proposed IPC Healthcare acquisition disrupts current plans
and operations, current or future government regulation of the
healthcare industry, exposure to professional liability lawsuits
and governmental agency investigations, the adequacy of insurance
coverage and insurance reserves, as well as those factors detailed
from time to time in the Company's filings with the Securities and
Exchange Commission. The Company disclaims any intent or obligation
to update "forward looking statements" herein to reflect changed
assumptions, the occurrence of unanticipated events, or changes to
future operating results over time.
INVESTOR CONTACT FOR TEAMHEALTH:
David Jones
Executive Vice President &
Chief Financial Officer
865-293-5299
MEDIA CONTACT FOR TEAMHEALTH:
Patricia Ball
Senior Vice President, Strategic Resources Group
800-818-1498
James Golden or Arielle Rothstein
Joele Frank, Wilkinson Brimmer
Katcher
212-355-4449
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SOURCE Team Health Holdings, Inc.